The Episcopal Diocese of Southwestern Virginia 100th Annual Convention

2019-R.2 Resolution to Ratify Actions of the Board of Directors of Boys Home, Incorporated Submitted by Mark Loftis, Chancellor of the Diocese of Southwestern Virginia and Samuel Webster, the Chancellor of the Diocese of Southern Virginia Background: In 2010, Boys’ Home, Incorporated adopted amended bylaws which changed the method of electing Trustees (Directors) of the non-stock corporation. Around that same time, the Dioceses of Southern Virginia and Southwestern Virginia ceased nominating persons to stand for election as Trustees (Directors), which they had the right to do under the Articles of Incorporation (or else failed to nominate the number of persons they were entitled to nominate under the Articles of Incorporation). Persons nominated by the Dioceses were not guaranteed to be elected, so this oversight may have no legal effect. Nonetheless, this resolution is being offered out of an abundance of caution to ensure that no technical objection to the election of Trustees (Directors) can be raised at a later time. The same resolution will be offered at the Annual Council of the Diocese of Southern Virginia, except that the text will be revised as necessary to reflect the name of the Diocese adopting the resolution. Resolution: WHEREAS, the Episcopal Diocese of Southwestern Virginia has a long history of supporting the mission of Boys’ Home, Incorporated; and WHEREAS, Boys’ Home, Incorporated is organized as a non-stock corporation under the laws of the Commonwealth of Virginia; and WHEREAS, in 1980 the Articles of Incorporation of Boys’ Home, Incorporated were amended to provide that “[t]he members of the corporation shall consist of all regularly enrolled members of the churches of the Diocese of Southern Virginia, Southwestern Virginia,” but further provided that “the entire voting power shall be vested in the Trustees” of Boys’ Home, Incorporated; and WHEREAS, that same amendment to the Articles of Incorporation provided for the Episcopal Diocese of Southwestern Virginia and the Episcopal Diocese of Southern Virginia to nominate persons to stand for election as Trustees of Boys’ Home, Incorporated; and WHEREAS, the Episcopal Diocese of Southwestern Virginia and the Episcopal Diocese of Southern Virginia failed, in certain years, to nominate persons to stand for election as Trustees of Boys’ Home, Incorporated and/or failed to nominate the correct number of persons to stand for election as Trustees of Boys’ Home, Incorporated; and WHEREAS, the Virginia Nonstock Corporation Act provides that, where there are no members having voting rights, the board of directors of a nonstock corporation may adopt amendments to the Articles of Incorporation so long as at least two-third of the directors in office approve such amendments; and

34